TAKE TWO INTERACTIVE SOFTWARE INC — Director's Dealing 2010

Jan 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TAKE TWO INTERACTIVE SOFTWARE INC (TTWO)
CIK: 0000946581
Period of Report: 2010-01-21

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: ICAHN ENTERPRISES HOLDINGS L.P. (please see footnotes)
Reporting Person: IPH GP LLC (please see footnotes)
Reporting Person: ICAHN CAPITAL LP (please see footnotes)
Reporting Person: ICAHN OFFSHORE LP (please see footnotes)
Reporting Person: ICAHN ONSHORE LP (please see footnotes)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-21	Common Stock, par value $0.01 per share ("Shares")	X	783479	$5.25	Acquired	9158479	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-21	Call Options "right to purchase"	$5.25	X	783479	Disposed	2011-12-16	Common Stock (783479)	Indirect
2010-01-21	Put Options "obligation to purchase"	$5.25	E	783479	Disposed	2011-12-16	Common Stock (783479)	Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 1,831,695 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,636,815 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 3,135,434 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,127,017 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 427,518 Shares.

F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6: On January 21, 2010, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " Call Options") referencing an aggregate of 783,479 underlying Shares. As a result of exercising the Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 783,479 Shares, which are included in the 9,158,479 Shares reported in this Form 4.

F7: Please reference the Form 4 filing dated January 25, 2010, filed separately by Mr. Icahn, Barberry, Beckton, High River, Hopper, Icahn Enterprises G.P., Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III.